Vulcan Infrastructure adds 9.8% investor, board seat

Q: How much of VIP does Conversant Capital now own according to this Schedule 13D?

The reporting persons beneficially own 3,479,532 shares of Vulcan Infrastructure & Power Inc. Class A common stock, representing 9.8% of the class, based on 35,547,753 Class A shares outstanding as of September 10, 2026.

Q: What price did Conversant Capital pay for VIP shares in the private placement?

Conversant PIF VIP Holdco LLC purchased 3,479,532 VIP Class A shares at $1.71 per share, for an aggregate purchase price of approximately $5,950,000, under a Subscription Agreement in a private placement.

Q: What board rights did the new investor receive at Vulcan Infrastructure & Power (VIP)?

For so long as it beneficially owns at least 5.0% of outstanding Class A shares, the purchaser may nominate one individual as a director. Its initial nominee, Jacky Wu, was appointed to the board at the closing of the private placement.

Conversant Capital–affiliated entities acquired about 9.8% of Vulcan Infrastructure & Power’s Class A stock in a private placement with board, preemptive and registration rights.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D

Rhea-AI Filing Summary

Vulcan Infrastructure & Power Inc. (VIP) has a new significant shareholder group. Conversant PIF VIP Holdco LLC, Conversant Capital LLC and Michael J. Simanovsky report beneficial ownership of 3,479,532 Class A shares, or 9.8% of the class, acquired in a private placement at $1.71 per share.

The investor obtained rights to nominate one director to Vulcan’s board while it holds at least 5% of the Class A shares; its initial nominee, Jacky Wu, joined the board at the placement closing. The investor also received preemptive rights on certain future issuances, registration rights for resale of its shares after the first anniversary, and protections designed to keep voting power below 9.9% unless specific repurchase mechanics are used.

Filing Explained

The reporting persons say they are filing jointly on the same securities, not as members of a group. They disclose plans to participate in the company’s management in the ordinary course, while stating that they have no present plans for the specified corporate actions beyond the rights and arrangements described, and reserving the ability to change their position or intentions.

Key Figures

Shares beneficially owned: 3,479,532 shares Ownership percentage: 9.8% Shares outstanding: 35,547,753 shares +5 more

8 metrics

Shares beneficially owned 3,479,532 shares Class A common stock held by the reporting persons

Ownership percentage 9.8% Percent of Class A common stock represented by 3,479,532 shares

Shares outstanding 35,547,753 shares Class A common stock outstanding as of September 10, 2026

Purchase price per share $1.71 per share Price paid in the private placement

Aggregate purchase price $5,950,000 Approximate total paid for 3,479,532 shares

Board nomination threshold 5.0% beneficial ownership Minimum Class A ownership to retain right to nominate one director

Preemptive rights threshold 3.0% of acquired shares Ownership level below which preemptive rights end

Voting ownership cap 9.9% of voting securities Level above which voting restrictions and repurchase mechanics apply

Key Terms

Schedule 13D, preemptive right, shelf registration statement, piggyback registration rights, +2 more

6 terms

Schedule 13D regulatory

"This Statement is being jointly filed on behalf of each of the following entities"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

preemptive right financial

"Purchaser shall have a preemptive right pursuant to which Purchaser may purchase"

A preemptive right is a shareholder’s legal chance to buy new shares before they are offered to others, so they can keep the same percentage of ownership in a company. It matters to investors because it protects against dilution of voting power and economic stake—think of it like having first dibs on extra slices of a pizza so your share of the pie doesn’t shrink when more slices are issued.

shelf registration statement regulatory

"request that the Issuer prepare and file a shelf registration statement covering the resale"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

piggyback registration rights regulatory

"Purchaser will have customary piggyback registration rights in connection with certain registrations"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

Ownership Threshold Protection financial

"Ownership Threshold Protection. For so long as Purchaser or its affiliates beneficially own"

beneficially owns financial

"for so long as Purchaser beneficially owns at least 5.0% of the outstanding shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of VIP does Conversant Capital now own according to this Schedule 13D?

The reporting persons beneficially own 3,479,532 shares of Vulcan Infrastructure & Power Inc. Class A common stock, representing 9.8% of the class, based on 35,547,753 Class A shares outstanding as of September 10, 2026.

What price did Conversant Capital pay for VIP shares in the private placement?

Conversant PIF VIP Holdco LLC purchased 3,479,532 VIP Class A shares at $1.71 per share, for an aggregate purchase price of approximately $5,950,000, under a Subscription Agreement in a private placement.

What board rights did the new investor receive at Vulcan Infrastructure & Power (VIP)?

For so long as it beneficially owns at least 5.0% of outstanding Class A shares, the purchaser may nominate one individual as a director. Its initial nominee, Jacky Wu, was appointed to the board at the closing of the private placement.

What preemptive rights does the investor have in relation to VIP’s future issuances?

Until the earlier of three years after closing, ownership falling below 3.0% of acquired shares, or a change of control, the purchaser has a preemptive right to buy a pro rata portion of certain new equity or equity-linked issuances for cash on the same terms as other investors.

What registration rights were granted to the investor in VIP?

Beginning one year after the private placement closing, the purchaser can request a shelf registration statement for resale of its registrable securities. Vulcan will bear related costs and expenses up to $15,000 and also grant customary piggyback registration rights.

How is the investor’s ownership in VIP capped around 9.9% voting power?

If certain repurchases or similar transactions would raise its beneficial ownership above 9.9% of voting securities, the issuer will use efforts to repurchase shares at the original per-share purchase price so ownership stays below that level; excess shares generally lose voting rights but keep economic rights.

Does the new investor intend to participate in VIP’s management?

The reporting persons state they intend to participate in the management of Vulcan Infrastructure & Power in the ordinary course, including discussions with the board, management and other investors about operations, prospects, capitalization and corporate governance, and may adjust their position over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 06:53 PM Accepted by SEC EDGAR 09/11/2026 - 06:53 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Vulcan Infrastructure and Power Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

39531G308

(CUSIP Number)

Conversant Capital LLC
25 Deforest Avenue, Attn: Paul H. Dumaine
Summit, NJ, 07901
(908) 466-5050

With a copy to: John M. Bibona
Fried,Frank,Harris,Shriver&Jacobson LLP, One New York Plaza
New York, NY, 10004
212-859-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Vulcan Infrastructure and Power Inc.

(c)

Address of Issuer's Principal Executive Offices:

1159 Pittsford-Victor Road, Suite 240, Pittsford, NEW YORK , 14534.

Item 2.

Identity and Background

(a)

This Statement is being jointly filed on behalf of each of the following entities (collectively, the "Reporting Persons"): 1. Conversant PIF VIP Holdco LLC, a Delaware limited liability company ("Purchaser"); 2. Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); and 3. Michael J. Simanovsky, an individual. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.

(b)

The principal business address for each of the Reporting Persons is 25 Deforest Ave., Summit, NJ 07901.

(c)

The Purchaser is a private investment vehicle established by Conversant Capital for the purpose of investing in the Issuer's securities. The principal business of Conversant Capital is performing the functions of, and serving as, investment manager to Purchaser and other investment funds. The principal occupation of Mr. Simanovsky is investment management and performing the functions of, and serving as, the sole managing member of Conversant Capital.

(d)

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e)

(f)

The information reported in Item 6 of each cover page is incorporated by reference into this Item 2(f).

Item 3.

Source and Amount of Funds or Other Consideration

On July 19, 2026, Conversant PIF Aggregator A LP, a Delaware limited partnership and an affiliate of the Reporting Persons ("Aggregator"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Aggregator agreed that it or its permitted assignee would purchase, and pursuant to which Purchaser, as the permitted assignee of Aggregator, purchased 3,479,532 shares (the "Shares") of Class A Common Stock, at a price per share of $1.71, for an aggregate purchase price of approximately $5,950,000, in a private placement (the "Private Placement"). Purchaser satisfied its funding obligations to the Issuer arising under the Subscription Agreement with amounts contributed by its feeder funds (the "Feeders"), which amounts were called by those Feeders from the pre-existing capital obligations of their existing limited partners.

Item 4.

Purpose of Transaction

The information reported in Item 3 of this Schedule 13D is incorporated by reference into this Item 4. As described in more detail in Item 6, below, under the caption "Board Appointment Rights," Purchaser obtained certain rights to nominate a member of Issuer's board of directors (the "Board"). Pursuant to such rights, Purchaser nominated Jacky Wu to the Board, and the Board in turn elected Mr. Wu as a member with effect from the closing of the Private Placement. Mr. Wu is not otherwise associated with the Reporting Persons and is independent of the Company's management. The Reporting Persons intend to participate in the management of the Issuer in the ordinary course of business and consistent with the extent of its investment, for example by participating in discussions with members of the Issuer's board of directors, management, and other Issuer investors regarding the Issuer's business, including its operations, prospects, capitalization and corporate governance. The information set forth under "Board Appointment Rights" in Item 6 hereof is incorporated by reference into this Item 4. Pursuant to the Subscription Agreement, Purchaser has been granted certain preemptive and registration rights with respect to the Issuer's securities. For further information see the information set forth under "Preemptive Rights" and "Registration Rights" in Item 6 hereof, which is incorporated by reference into this Item 4. Purchaser has certain rights to dispose of Shares to the Issuer in connection with certain Issuer repurchases, redemptions, retirements or other acquisitions of Class A Common Stock (or other Issuer voting securities). See the information set forth under "Ownership Threshold Protection" in Item 6 hereof, which is incorporated by reference into this Item 4. Except as set forth herein and to the extent that the Reporting Persons may have influence over the corporate activities of the Issuer on the basis of the relationships, rights and plans described above, including activities that may relate to the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.

Item 5.

Interest in Securities of the Issuer

(a)

The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference.

(b)

The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference.

(c)

Except as otherwise set forth in this Statement, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past sixty days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Class A Common Stock, except for the ultimate interests of investors in the Feeders.

(e)

Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Board Appointment Rights. Pursuant to the Subscription Agreement, effective at the Closing Date, and for so long as Purchaser beneficially owns at least 5.0% of the outstanding shares of Class A Common Stock, the Issuer shall take all actions necessary to cause one (1) individual (the "Purchaser Director") nominated by the Purchaser to be elected or appointed to the Board, subject to meeting certain independence requirements and the consent of the Issuer and two other investors of the Issuer, each as set forth in the Subscription Agreement. If Purchaser nominates an individual who does not satisfy certain heightened independence requirements set forth in the Subscription Agreement, the Issuer has agreed to use commercially reasonable efforts, following receipt of certain required regulatory approvals and subject to applicable law, Nasdaq listing requirements and the approval of the Board and the nominating and governance committee of the Issuer, to appoint such individual to the Board or nominate such individual for election at the next meeting of Issuer stockholders at which directors are elected. Purchaser's initial nominee, Jacky Wu, was appointed to the Board at the closing of the Private Placement. Voting Commitment. For so long as the Purchaser Director is serving as a member of the Board, Purchaser has agreed with the Issuer that it will, and will cause its affiliates to, cause all shares of Class A Common Stock beneficially owned by Purchaser and its affiliates to be voted in favor of the election of each member of any slate of directors recommended by the Board that includes all director nominees designated by Purchaser pursuant to the Subscription Agreement; provided that the Purchaser Director shall have voted in favor of such slate. Preemptive Rights. Pursuant to the Subscription Agreement, until the earliest of (i) the third (3rd) anniversary of the closing of the Private Placement, (ii) the time when Purchaser and its affiliates beneficially own less than 3.0% of the shares of Class A Common Stock acquired pursuant to the Subscription Agreement, and (iii) a change of control of the Issuer, subject to certain customary exceptions, Purchaser shall have a preemptive right pursuant to which Purchaser may purchase for cash, on the same terms and conditions as offered to other investors, a pro rata portion of certain future issuances by the Issuer of equity securities or securities convertible into, exercisable for or exchangeable for equity securities, based on Purchaser's beneficial ownership of the Issuer's then-outstanding Class A Common Stock on a fully diluted basis. Registration Rights. Beginning on the first (1st) anniversary of the closing date of the Private Placement, subject to certain customary exceptions and otherwise on customary terms and conditions, including that the Issuer shall bear the costs and expenses in connection with any shelf registration statement up to $15,000 (subject to certain exceptions), Purchaser will have the right to request that the Issuer prepare and file a shelf registration statement covering the resale of all registrable securities then outstanding or issuable pursuant to the Subscription Agreement, and the Issuer will be required to file such shelf registration statement within sixty (60) days following receipt of such request and use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable thereafter. In addition, beginning on the first (1st) anniversary of the closing date of the Private Placement, Purchaser will have customary piggyback registration rights in connection with certain registrations of the Issuer's securities. Notwithstanding the foregoing, if any of Purchaser's applications seeking certain regulatory approvals are rejected or otherwise declined by the applicable governmental authority, Purchaser shall thereafter have the right to deliver a request for registration at any time. Ownership Threshold Protection. For so long as Purchaser or its affiliates beneficially own any voting securities of the Issuer, prior to consummating certain repurchases, redemptions, retirements or other acquisitions of voting securities that would result in Purchaser and its affiliates beneficially owning more than 9.9% of the Issuer's outstanding voting securities, the Issuer shall use commercially reasonable efforts to provide Purchaser with prior notice of such transaction. Following receipt of such notice, Purchaser will have the right to request that the Issuer repurchase from Purchaser or its affiliates a sufficient number of voting securities at the Per Share Purchase Price (as defined in the Subscription Agreement) to prevent Purchaser and its affiliates from exceeding such ownership threshold, subject to applicable law, the Issuer's organizational documents and the Issuer's financing arrangements. If Purchaser does not timely request such repurchase, or if the Issuer is unable to complete such repurchase, Purchaser has agreed that it will not vote any shares held by it or its affiliates in excess of the 9.9% ownership threshold until such time as its beneficial ownership percentage no longer exceeds such threshold; provided that such shares will continue to retain their economic rights, including rights to dividends and distributions. The foregoing descriptions of the arrangements under the Subscription Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement, which is attached as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2026 and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

99.1 - Joint Filing Agreement among the Reporting Persons, dated as of September 11, 2026. 99.2 - Subscription Agreement, dated as of July 19, 2026, between Conversant PIF Aggregator A LP and Greenidge Generation Holdings Inc., now known as Vulcan Infrastructure and Power Inc. (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2026). 99.3 - Power of Attorney of Michael J. Simanovsky

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Conversant PIF VIP Holdco LLC

Signature:	/s/ Justin Manaster
Name/Title:	Justin Manaster, Board Member
Date:	09/11/2026

Conversant Capital LLC

Signature:	/s/ Paul Dumaine
Name/Title:	Paul Dumaine, General Counsel and Chief Compliance Officer
Date:	09/11/2026

Michael J. Simanovsky

Signature:	/s/ Paul Dumaine
Name/Title:	Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky
Date:	09/11/2026

Source: View Original Filing on SEC EDGAR

Vulcan Infrastructure adds 9.8% investor, board seat

Rhea-AI Filing Summary

Positive

Negative

Filing Explained

Key Figures

Key Terms

FAQ

How much of VIP does Conversant Capital now own according to this Schedule 13D?

What price did Conversant Capital pay for VIP shares in the private placement?

What board rights did the new investor receive at Vulcan Infrastructure & Power (VIP)?

What preemptive rights does the investor have in relation to VIP’s future issuances?

What registration rights were granted to the investor in VIP?

How is the investor’s ownership in VIP capped around 9.9% voting power?

Does the new investor intend to participate in VIP’s management?

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